Case No. IP-2020-000140

Music Co LLC v Rive Droite Music Ltd & ors [2012] Ch 68 (“Crosstown”) for the statement of principle of Mummery LJ that: “” (at paragraph 37), 88.Mr Carter submitted that the assignment of copyright under the 2001 Agreement was conditional on, among other things, Domino fulfilling its continuing obligations as pleaded in the draft APOC. It was his position that following breach of those obligations the copyright reverts by operation of law to Mr Hebden. Mr Carter referred to specific express provisions in the 2001 Agreement providing for reversion which he submitted make it clear that the assignment of copyright under the 2001 Agreement was not unconditional and, indeed, indicated that the case was not outside the class of cases envisaged by the Court of Appeal in Crosstown.89.90.Mr Richards submitted that the proposed pleadings are nonsensical and have no prospect of success at trial.91.Mr Richards relied first on an argument that the Term of the 2001 Agreement has expired and that there could thus be no breach and no remedy. The parties’ arguments on this issue have been summarised above at paragraphs 20 to 22.92.Mr Richards relied secondly on the remedy provisions in clauses 4.3 to 4.5 and 14.8, submitting that, even if it had not terminated in all respects material to the current dispute at the end of the Term, the 2001 Agreement is clear that:(i)Mr Hebden’s only remedy for failure to release was that provided in clauses 4.3 and 4.4; and(ii)Mr Hebden could not terminate the 2001 Agreement for breach unless: first, he served notice under clause 14.8; and secondly, Domino failed to take substantive steps to remedy the notified breach within 30 days.93.His position was that Mr Hebden has not served the necessary notice and is not therefore entitled to terminate for breach, irrespective of any alleged renunciation of the 2001 Agreement by Domino and/or any purported termination of the 2001 Agreement by Mr Hebden. That being so, there can be no remedy. In any event, even if a remedy could be envisaged (for example if the notice were given), that would not involve reversion, but only specific remedies provided for in the contract.94.•that termination for breach operates only prospectively and does not undo the contract as from the beginning;••that no reversion in equity could come about in the absence of an equitable basis for the remedy, such as a pleading of undue influence giving rise to right of rescission.95.Mr Richards submitted that Mr Carter’s position on legal reversion was premised on a misreading of Crosstown and that, when read in context, it became clear that the statement of Mummery LJ relied on by Mr Carter is not authority for a general proposition that rights may revert generally on breach. He also contended that Mr Carter’s submissions that clauses 4.3 and 4.4 of the 2001 Agreement had a similar effect to the provisions considered in Crosstown96.(i)Mr Hebden states that he no longer considers himself bound by the 2001 Agreement and cannot simultaneously seek to take any benefit of the 2001 Agreement;(ii)clauses 4.3 and 4.4 relate to a failure to “release” and not to a failure to continue post-release exploitation, even if clauses 4.1 and 4.2 or some other implied term required such exploitation; and(iii)there is no prospect of Mr Hebden establishing that clauses 4.3 and 4.4 remain in force following the expiry of the Term of the 2001 Agreement.